REGISTERED NUMBER: 01247541 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2025

FOR

SOUTHAMPTON INTERNATIONAL BOAT SHOW

LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

M F T Beckwith

L M Hassall

P R M Knox - Johnston

M R Latimer

P G Martin

L A J Mcclay

M Moorhouse

L C Morrison

C R Onens

R S Parton

J L Robinson OBE

E M Stanner

M P Stewart

REGISTERED OFFICE:

Tagus House

9 Ocean Way

Southampton

Hampshire

SO14 3TJ

REGISTERED NUMBER:

01247541 (England and Wales)

FIXED ASSETS

Intangible assets

4

9,318

18,637

Tangible assets

5

52,100

34,397

61,418

53,034

CURRENT ASSETS

Debtors

6

156,063

281,368

Cash at bank

115,254

124,402

271,317

405,770

CREDITORS

Amounts falling due within one year

7

1,028,332

873,850

NET CURRENT LIABILITIES

(757,015

)

(468,080

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(695,597

)

(415,046

)

CREDITORS

Amounts falling due after more than one year

8

242

242

NET LIABILITIES

(695,839

)

(415,288

)

CAPITAL AND RESERVES

Called up share capital

9

24,200

24,200

Retained earnings

(720,039

)

(439,488

)

SHAREHOLDERS' FUNDS

(695,839

)

(415,288

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31st December 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31st December 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 17th June 2026 and were signed on its behalf by:

J L Robinson OBE - Director

E M Stanner - Director

1.	STATUTORY INFORMATION

Southampton International Boat Show Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The principal accounting policies are set out below.

Material uncertainty related to going concern

The company has made a loss after tax for the year of £280,551 (2024: profit £671,160). The current year figures include the recognition of intergroup loan waivers which gave rise to an expense of £82,924 and the prior year results included the recognition of intergroup loan waivers which gave rise to gains of £889,446. The company has net liabilities as at 31 December 2025 of £695,839 (2024: £415,288) and is reliant on the group headed by its parent company, British Marine Federation, for any additional support needed to meet its liability requirements and fund the working capital required for the company to trade in the foreseeable future. The directors have concluded that there are sufficient cash resources for the group to continue in operation and to meet the working capital requirements for the group and company for a period of not less than 12 months from the date of approval of these financial statements provided the overdraft facility is not required to be repaid at the current end date of 30th August 2026. The Directors expect that the bank will renew the overdraft facility at the current levels. Management continue to focus on reducing the reliance on the overdraft and rebuilding their cash reserves. As a result, the directors consider the company will be able to meet their liabilities as they fall due for a period of at least 12 months from the date of signing of the financial statements and therefore it is appropriate to prepare the financial statements on a going concern basis.

The directors have obtained confirmation from the British Marine Federation that it will continue to ensure that cash is flowed around the group to ensure that each group company has appropriate cash resources available to ensure they can meet their liabilities as they fall due.

The group forecasts assume that the overdraft facility (which is currently secured on group assets) will be renewed in August 2026. Management are in regular communication with their bank and do not expect any difficulties with the overdraft renewal process, however at the point of signing the financial statements do not have confirmation that the overdraft will be renewed and maintained at current levels. While the group forecasts indicate that the group should be able to continue to trade for at least 12 months from the date of these financial statements, should the overdraft not be renewed, or renewed at a significantly reduced level, then the group and company would need to seek alternative financing.

The uncertainty surrounding the overdraft renewal gives rise to conditions that indicate a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. The financial statements do not include any adjustment that would result should the going concern basis of preparation not be appropriate. In the event that this basis is not appropriate provisions may be required and assets may need to be written down to their recoverable amount.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Both event revenue and costs are recognised in the period in which the event has been completed. Deposits, relating to an event, received in advance are recorded as deferred income in the balance sheet.

Insurance claim income is recognised in other income at the point of at which there is an unconditional right to receive the compensation.

Intangible assets

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Website costs - 25% straight line

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Office fixtures and equipment

-

25% straight line

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the financial asset is measured at the present value of the future receipts discounted at a market rate of interest.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other creditors, and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Equity instruments

Equity instruments issued by the company are recorded at the fair value of proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Operating lease agreements

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged against profits on a straight line basis over the period of the lease.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - NIL).

4.	INTANGIBLE FIXED ASSETS

Website

costs

£

COST

At 1st January 2025

and 31st December 2025

60,900

AMORTISATION

At 1st January 2025

42,263

Amortisation for year

9,319

At 31st December 2025

51,582

NET BOOK VALUE

At 31st December 2025

9,318

At 31st December 2024

18,637

5.	TANGIBLE FIXED ASSETS

Office

fixtures

and

equipment

£

COST

At 1st January 2025

75,662

Additions

48,293

At 31st December 2025

123,955

DEPRECIATION

At 1st January 2025

41,265

Charge for year

30,590

At 31st December 2025

71,855

NET BOOK VALUE

At 31st December 2025

52,100

At 31st December 2024

34,397

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

77,951

258,055

Other debtors

78,112

23,313

156,063

281,368

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

679,251

63,260

Taxation and social security

-

15,779

Other creditors

349,081

794,811

1,028,332

873,850

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Other creditors

242

242

Other creditors represents 3% non-cumulative preference shares of £1 each.

The preference shares carry the right to receive a fixed non-cumulative dividend at the rate of 3% per annum in priority to any dividend paid on the ordinary shares of the company.

The preference shares carry the right to a return of capital on a winding up or to otherwise receive repayments of amounts paid up in priority to any payment in respect of the ordinary shares of the company.

They do not carry the right to receive notice of or to attend and vote at any general meeting.

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

24,200

Ordinary

£1

24,200

24,200

10.	OTHER FINANCIAL COMMITMENTS

The company is included in the group registration for VAT purposes and is therefore jointly and severally liable for all other participating group undertakings’ unpaid debts in this connection. The total VAT debtor for the VAT group is £40,857 at 31 December 2025 (2024: VAT liability of £142,788).

The company is also party to a fixed and floating charge in respect of the British Marine Federation’s bank overdraft of £1,891,650 (2024: £1,821,593).

Total future financial commitments, guarantees and contingencies which are not included in the balance sheet amount to £50,000 (2024: £50,000). This amount is in relation to licence agreement commitments which are payable over the next 2 years.

11.	RELATED PARTY DISCLOSURES

The company has taken advantage of the exemptions provided by paragraph 1AC.35 of FRS 102 and has not disclosed transactions entered into between two or more members of a group, provided that any subsidiary undertaking which is party to the transaction is wholly owned by the group.

No director, who is an exhibitor at the Southampton International Boat Show, received preferential rates or discounts for exhibiting at the show. All transactions with directors are on normal business terms.

12.	PARENT COMPANY

The immediate and ultimate parent company is British Marine Federation, a company limited by guarantee and registered in England and Wales. Its registered office address is Tagus House, 9 Ocean Way, Southampton, Hampshire SO14 3TJ.

British Marine Federation prepares group financial statements, copies of which can be obtained from this company’s registered office. There is no overall controlling party.